上纬新材: 上纬新材要约收购报告书摘要（修订稿）

Core Viewpoint - The acquisition of shares in Shangwei New Materials Technology Co., Ltd. is being initiated by Shanghai Zhiyuan Hengyue Technology Partnership, aiming to enhance control over the company and promote sustainable development while maintaining its listing status on the Shanghai Stock Exchange [1][9][10]. Group 1: Acquisition Details - Shanghai Zhiyuan Hengyue plans to acquire 100,800,016 shares from SWANCOR Samoa, representing 24.99% of the total shares of Shangwei New Materials [2][4]. - Additionally, Shanghai Zhiyuan Hengyue will acquire 2,400,900 shares from SWANCOR Samoa, representing 0.60% of the total shares, and 17,767,266 shares from Jinfeng Investment Holdings, representing 4.40% of the total shares [2][5]. - After the completion of these transfers, Zhiyuan Hengyue and its partner will collectively hold 29.99% of the company's shares and corresponding voting rights [2]. Group 2: Offer Details - The offer price for the shares is set at RMB 7.78 per share, with a total intended acquisition of 149,243,840 shares, which constitutes 37.00% of the total share capital of Shangwei New Materials [10][12]. - The total maximum funding required for this acquisition is estimated at RMB 1,161,117,075.20 [13]. - The acquisition will be funded through the acquirer's own and self-raised funds, with a commitment to maintain compliance with relevant laws and regulations [14][15]. Group 3: Regulatory and Compliance - The acquisition is subject to approval from the Shanghai Stock Exchange and must comply with the regulations set forth by the China Securities Regulatory Commission [2][3]. - The acquisition process includes a 30-day offer period during which investors can accept the offer [15]. - The acquirer has deposited RMB 232,223,500 as a performance guarantee for the offer [14].